Cypark Ref IMTN Sukuk RM550 Million - Principal Terms and Conditions

Transcription

1. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions (A) CORPORATE INFORMATION OF ISSUER (1) Name : Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") (2) Address : 38D-2A, Jalan Radin Anum, Bandar Baru Seri Petaling, 57000 Kuala Lumpur, Wilayah Persekutuan Malaysia (3) Date of incorporation: 12 July 2018 (4) Place of incorporation Malaysia : (5) Business registration: number 1287000-T (6) Residence status : Resident Controlled Company (7) Place of listing : Not Listed (8) Date of listing : Not Listed (9) Principal activities : Renewable energy specialist that offers integrated turnkey contract services which involve (but not limited to) design, engineering, procurement, construction, installation, testing and commissioning of the solar plants. (10) Issued and paid-up : share capital As at 27 June 2019, the issued and paid-up share capital of the Issuer is RM100.00 comprising 100 ordinary shares of RM1.00 each. (11) Structure of : shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders Name No. of shares held % of shareholding Amount (RM) Cypark Renewable Energy Sdn Bhd 100 100 100 Printed on : 10/09/2019 18:46 Page 1 of 41
2. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions (12) Board of directors : No. Name 1 Tan Sri Razali Bin Ismail 2 Dato' Daud Bin Ahmad Additional Notes: (13) Disclosure of the following : (i) If the issuer or : its board members have been convicted or charged with any offence under any securities laws, corporation laws or other laws involving fraud or dishonesty in a court of law, or if any action has been initiated against the issuer or its board members for breaches of the same, for the past ten years prior to the lodgement/ since incorporation (for issuer incorporated less than ten years) Not applicable. (ii) If the issuer has : been subjected to any action by the stock Not applicable. Printed on : 10/09/2019 18:46 Page 2 of 41
3. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions exchange for any breach of the listing requirements or rules issued by the stock exchange, for the past five years prior to the lodgement (B) PARTIES TO THE TRANSACTION (a) Origination No. Roles Name of parties 1 Issuer Cypark Ref Sdn Bhd 2 Other Cypark Renewable Energy Sdn Bhd ("CRE") 3 Principal Adviser Maybank Investment Bank Berhad 4 Lead Arranger Maybank Investment Bank Berhad ("Maybank IB" or "PA/LA") 5 Solicitors Messrs. Wong & Partners (acting for the PA/LA and LM) 6 Credit Rating Agency RAM Rating Services Bhd or such other credit rating agency to be appointed by the Issuer ("Rating Agency") 7 Shariah Adviser Maybank Islamic Berhad ("Maybank Islamic") 8 Sukuk Trustee Pacific Trustees Berhad ("Sukuk Trustee") 9 Security Agents Maybank Investment Bank Berhad ("Security Agent") 10 Reporting Accountant Mazars PLT ("Reporting Accountant") Printed on : 10/09/2019 18:46 Page 3 of 41
4. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions 11 Technical Adviser Jacobs Engineering Services Sdn Bhd or such other independent technical adviser acceptable to the PA/LA engaged or to be engaged in respect to the relevant Eligible SRI Project (as defined in the (Eligible SRI Projects) paragraph of the section entitled (Other Terms and Conditions)) ("ITA") 12 Insurance Adviser Sterling Insurance Brokers Sdn Bhd or such other independent insurance adviser acceptable to the PA/LA, engaged or to be engaged in respect to the relevant Eligible SRI Project ("IIA") (b) At the point of distribution No. Roles Name of parties 1 Issuer Cypark Ref Sdn Bhd 2 Lead Manager Maybank Investment Bank Berhad ("LM") 3 Facility Agent Maybank Investment Bank Berhad 4 Central Depository Bank Negara Malaysia ("BNM") 5 Paying Agent Bank Negara Malaysia ("BNM") 6 Shariah Adviser Maybank Islamic Berhad (c) After distribution No. Roles Name of parties 1 Issuer Cypark Ref Sdn Bhd 2 Principal Adviser Maybank Investment Bank Berhad 3 Solicitors Messrs. Wong & Partners (acting for the PA/LA and LM) Printed on : 10/09/2019 18:46 Page 4 of 41
5. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions 4 Facility Agent Maybank Investment Bank Berhad 5 Security Agents Maybank Investment Bank Berhad 6 Sukuk Trustee Pacific Trustees Berhad 7 Credit Rating Agency RAM Rating Services Bhd or such other credit rating agency to be appointed by the Issuer 8 Shariah Adviser Maybank Islamic Berhad 9 Central Depository Bank Negara Malaysia 10 Paying Agent Bank Negara Malaysia 11 Technical Adviser Jacobs Engineering Services Sdn Bhd or such other independent technical adviser acceptable to the PA/LA engaged or to be engaged in respect to the relevant Eligible SRI Project ("ITA") 12 Insurance Adviser Sterling Insurance Brokers Sdn Bhd or such other independent insurance adviser acceptable to the PA/LA, engaged or to be engaged in respect to the relevant Eligible SRI Project ("IIA") (C) DETAILS OF FACILITY/PROGRAMME (1) Name of facility : An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. (2) One-time issue or programme : Programme Printed on : 10/09/2019 18:46 Page 5 of 41
6. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions (3) Shariah principles (for sukuk) : (4) Facility description : (for ringgitdenominated sukuk, to provide description as cleared by the SC) 1. Murabahah (via Tawarruq arrangement) A SRI Sukuk Murabahah Programme pursuant to which the Issuer may from time to time issue SRI Sukuk Murabahah under the Shariah principle of Murabahah (via Tawarruq arrangement) where the aggregate outstanding nominal value of such SRI Sukuk Murabahah shall not exceed RM550.0 million at any one time. The Shariah principle of Murabahah (via Tawarruq arrangement) is one of the Shariah principles approved by the SAC of SC. Underlying Transaction 1. The Sukuk Trustee (on behalf of the investors of the SRI Sukuk Murabahah ("Sukukholders")), and the Issuer shall enter into an agency agreement ("Agency Agreement"), pursuant to which the Issuer will be appointed as agent/wakeel of the Sukukholders (in such capacity, the "Agent") to purchase and sell certain Commodities (as defined in the (Identified assets) paragraph of the section entitled (Other Terms and Conditions)). The Agent will then appoint the Facility Agent as its sub-agent/wakeel (in such capacity, the "Sub-Agent") via an agreement ("Sub-Agent Agreement") to act as the sub-agent/wakeel to purchase and sell certain Commodities. 2. The Issuer, as the purchaser ("Purchaser"), will enter into a commodity murabahah master agreement ("Commodity Murabahah Master Agreement") with the Issuer as the Agent and the Facility Agent as the SubAgent. Pursuant to the Commodity Murabahah Master Agreement, the Purchaser shall from time to time, issue a purchase order ("Purchase Order") to the Agent and the Sub-Agent to purchase the Commodities. In the Purchase Order, the Purchaser will request the Agent and the Sub-Agent to purchase the Commodities on behalf of the Sukukholders and will irrevocably and unconditionally undertake to purchase the Commodities from the Sukukholders via the Sub-Agent at a Deferred Sale Price (as defined in the (Purchase and selling price/rental (where applicable)) paragraph of the section entitled (Other Terms and Conditions)). 3. Upon receiving the Purchase Order from the Purchaser, the Sub-Agent will purchase on a spot basis, the Commodities, from commodity vendor(s) in the Bursa Suq Al-Sila' commodity platform and/or other independent commodity brokers, which shall be identified prior to each issuance of the SRI Sukuk Murabahah ("Commodity Seller"), through a Commodity Trading Participant Printed on : 10/09/2019 18:46 Page 6 of 41
7. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions ("CTP"), at a purchase price which shall be an amount equivalent to the proceeds from the issuance of the SRI Sukuk Murabahah ("Commodity Purchase Price"). The Commodity Purchase Price shall be in line with the asset pricing requirement stipulated under the LOLA Guidelines. The Commodity Purchase Price shall be payable to such Commodity Seller. 4. The Issuer shall concurrently with item (3) above, issue the SRI Sukuk Murabahah to the Sukukholders whereby the proceeds thereof shall be used to pay the Commodity Purchase Price by the Sub-Agent to the Commodity Seller. The SRI Sukuk Murabahah shall evidence the Sukukholders' ownership of the Commodities and all rights thereto (including all rights against the Purchaser under the Purchase Order). Once the Commodities are sold to the Purchaser, the SRI Sukuk Murabahah shall represent the Sukukholders' entitlement to receive the Deferred Sale Price. 5. Thereafter, the Sub-Agent (on behalf of the Agent as wakeel to the Sukukholders) shall sell the Commodities to the Purchaser at the Deferred Sale Price. 6. Upon completion of such purchase, the Sub-Agent will on sell on behalf of Purchaser, via a sell agency agreement ("Sell Agency Agreement") on a spot basis, the Commodities to the Bursa Suq Al-Sila' commodity platform and/or other independent commodity brokers, which shall be identified prior to each issuance of the SRI Sukuk Murabahah ("Commodity Buyer"), through a CTP, for a cash consideration equivalent to the Commodity Purchase Price payable to the Purchaser for the sale of the Commodities. 7. The SRI Sukuk Murabahah will be issued with periodic profit payments ("Periodic Profit Payments") based on the Periodic Payment Rate (as defined in the (Profit/coupon/rental rate (fixed or floating)) paragraph of the section entitled (Other Terms and Conditions)). During the tenure of the SRI Sukuk Murabahah, the Purchaser, as part of its obligation to pay the Deferred Sale Price, shall make periodic payments (based on the Effective Rate (as defined in the (Profit/coupon/rental rate (fixed or floating)) paragraph of the section entitled (Other Terms and Conditions)) in the case of SRI Sukuk Murabahah issued on floating rate basis) to the Sukukholder(s). Each such payment shall pro tanto reduce the obligation of the Purchaser on the Deferred Sale Price payable for the purchase of the Commodities from the Sub-Agent (on behalf of the Agent as wakeel of the Sukukholders). Printed on : 10/09/2019 18:46 Page 7 of 41
8. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions 8. (i) On the maturity date of the relevant SRI Sukuk Murabahah; or (ii) upon the declaration of an Event of Default; or (iii) upon early redemption of the relevant SRI Sukuk Murabahah, whichever is earlier, all amounts then outstanding on the Deferred Sale Price (subject to Ibra', where applicable), shall be paid by the Purchaser (as part of its obligation to pay the Deferred Sale Price) to the Sukukholders as final settlement of the same, whereupon the relevant SRI Sukuk Murabahah shall be cancelled. (5) Currency : Ringgit (6) Expected facility/ programme size : Up to MYR 550,000,000.00 (7) Option to upsize (for : programme) No (8) Tenure of facility/ programme 22 year(s) : (9) Availability period for : debt/ sukuk programme The SRI Sukuk Murabahah shall be available for issuance upon completion of the Transaction Documents and fulfillment of the conditions precedent of the SRI Sukuk Murabahah Programme to the satisfaction of the PA/LA (unless otherwise waived or deferred by the PA/LA) and ending on the expiry date of the SRI Sukuk Murabahah Programme. The first issuance of SRI Sukuk Murabahah under the SRI Sukuk Murabahah Programme shall be made within sixty (60) business days from the date the Lodgement Kit is lodged with the SC or such other extended period as allowed by the SC. (10) Clearing and : settlement platform (11) Mode of issue : (12) Selling restrictions : Paynet Private/direct placement Bought deal Book building (i) At issuance: Part I of Schedule 6 of the Capital Markets & Services Act, 2007 (CMSA) Part I of Schedule 7 of the CMSA Printed on : 10/09/2019 18:46 Page 8 of 41
9. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions Read together with Schedule 9 of CMSA Section 2(6) of the Companies Act 2016 Other-The SRI Sukuk Murabahah under the SRI Sukuk Murabahah Programme may only be offered, sold, transferred or otherwise disposed directly or indirectly to persons falling within the relevant category of the persons specified in Section 2(6) of the Companies Act 2016 (as amended and/or substituted from time to time) ("Companies Act"), and persons to whom an offer or invitation to subscribe the SRI Sukuk Murabahah may be made and to whom the SRI Sukuk Murabahah are issued falling within Part I of Schedule 6 (or Section 229(1)(b)) of the CMSA and Part I of Schedule 7 (or Section 230(1)(b)) of the CMSA, to be read together with Schedule 9 (or Section 257(3)) of the CMSA and does not constitute an offer to the public within the categories specified in Section 2(6) of the Companies Act and subject to any applicable law, order, regulation or official directive of BNM and/or the SC from time to time. (ii) After issuance: Part I of Schedule 6 of the CMSA Read together with Schedule 9 of CMSA Section 2(6) of the Companies Act 2016 Other-The SRI Sukuk Murabahah under the SRI Sukuk Murabahah Programme may only be offered, sold, transferred or otherwise disposed directly or indirectly to persons to whom an offer or invitation to purchase the SRI Sukuk Murabahah falling within the relevant category of the persons specified in Section 2(6) of the Companies Act, and persons to whom an offer or invitation to purchase the SRI Sukuk Murabahah falling within Part I of Schedule 6 (or Section 229(1)(b)) of the CMSA to be read together with Schedule 9 (or Section 257(3)) of the CMSA and does not constitute an offer to the public under Section 2(6) of the Companies Act and subject to any applicable law, order, regulation or official directive of BNM and/or the SC from time to time. (13) Tradability and transferability : Size in Ringgit which are tradable and transferable: MYR 550,000,000.00 Size in Ringgit which are non-tradable and non-transferable: Not applicable (14) Secured/combinatio : n of unsecured and secured, if applicable The SRI Sukuk Murabahah under the SRI Sukuk Murabahah Programme shall be secured by the following security documents ("Security Documents") to be executed by the Issuer in favour of the Security Agent (for the benefit of the Sukukholders): (i) debenture incorporating a first ranking fixed and floating charge over the present and future assets of the Issuer; (ii) first ranking legal assignment and charge over the designated accounts of the Issuer and the credit balances therein and a first ranking charge over the Permitted Investments (as defined in the (Permitted investments, if applicable) paragraph of the section entitled (Details of the Facility/Programme)); (iii) first ranking legal assignment over all contractual rights, interests, titles and Printed on : 10/09/2019 18:46 Page 9 of 41
10. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions benefits of the Issuer under the Issuer's Material Project Documents (as defined in the (Issuer's Material Project Documents) paragraph of the section entitled (Other Terms and Conditions)) (including those of any relevant guarantees, warranties and indemnities), to the extent that they are permitted to be assigned; (iv) first ranking legal assignment over all contractual rights, interests, titles and benefits of the Issuer under any permit and licenses and Takaful/insurance contracts in relation to the Eligible SRI Projects, to the extent that they are permitted to be assigned; (v) first ranking legal assignment over all rights, interests, titles and benefits of the Issuer in all performance bonds, maintenance bonds and/or advance payment bonds from the subcontractors in relation to the Eligible SRI Projects, to the extent that they are permitted to be assigned; (vi) first ranking legal assignment over all contractual rights, interests, titles and benefits of the Issuer under all securities to be granted by each of the Project Companies (as defined in the (Project Companies) paragraph of the section entitled (Other Terms and Conditions)) in favour of the Issuer pursuant to the respective Turnkey Contracts (as defined in the (Issuer's Material Project Documents) paragraph of the section entitled (Other Terms and Conditions)); (vii) Contingent Equity Support (as defined below) from CRB; and (viii) any other security arrangement as advised by the transaction counsel. The security referred to in paragraph (vi) above will be documented in a form of a tripartite security deed ("Tripartite Security Deed") to be made between the Issuer, the respective Project Companies and the Security Agent comprising the following: (a) the creation of securities (as jointly determined by the Issuer and the PA/LA, the details of such securities shall be provided in the relevant Turnkey Contract) by the relevant Project Company in favour of the Issuer to secure the relevant Project Company's deferred payment obligations under the relevant Turnkey Contract ("Project Company's Security"); and (b) once the Project Company's Security is validly created and perfected in favour of the Issuer, subsequent assignment by the Issuer of its rights, interests, titles and benefits under the Project Company's Security to the Security Agent to secure its payment obligations under the SRI Sukuk Murabahah Programme. The Tripartite Security Deed provides the Security Agent (acting for the Sukukholders) a direct contractual relationships with and recourse against the respective Project Companies where, amongst others, in the event of a default under the SRI Sukuk Murabahah Programme, the Security Agent shall have (A) the right to step into the Issuer's position to deal directly with the Project Company and the project counterparties; and (B) the power to enforce on the Project Company's Security without relying on the Issuer (including the rights to appoint receiver and manager to take possession of the assets of the Project Company). The security referred to in paragraph (vii) above shall be provided by CRB in the form of an unconditional and irrevocable letter of undertaking whereby CRB will undertake to fund, pay and/or settle (or cause to be funded, paid and/or settled) any contingencies in connection with any of the Eligible SRI Projects, provided that Printed on : 10/09/2019 18:46 Page 10 of 41
11. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions the aggregate amount provided or to be provided at any time for all Eligible SRI Projects would not exceed RM18.0 million ("Contingent Equity Support"). The Contingent Equity Support shall: (a) be given for the period commencing from (and including) the issue date of the first issuance under the SRI Sukuk Murabahah Programme and expiring on the earlier of (i) the date of Project Completion of all the Eligible SRI Projects; or (ii) the date of declaration of an Event of Default by the Sukuk Trustee ("Guarantee Period"); and (b) cease and have no further effect upon the expiry of the Guarantee Period. For the avoidance of doubt, the Contingent Equity Support shall not extend to any accelerated payments upon declaration of an Event of Default by the Sukuk Trustee. (15) Details of guarantee, : if applicable Not guaranteed (16) Convertibility of : issuance and details of the convertability Non-convertible (17) Exchangeability of : issuance and details of the exchangeability Non-exchangeable (18) Call option and : details, if applicable No call option (19) Put option and : details, if applicable No put option (20) Details of covenants : Positive Covenants To include but not limited to the following: The Issuer shall at all times: (i) obtain and maintain all relevant authorisations, consents, rights, licences, approvals and permits (governmental and otherwise) and will promptly obtain any further authorisations, consents, rights, licences, approvals and permits (governmental and otherwise) which is or may be necessary, for the Issuer: (a) to lawfully enter into, and exercise its rights and perform its obligations under the Transaction Documents and the Issuer's Material Project Documents; (b) to undertake the Eligible SRI Projects or carry out the works in respect of the Printed on : 10/09/2019 18:46 Page 11 of 41
12. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions Eligible SRI Projects; (c) to maintain the due legality, validity, binding effect and enforceability, admissibility in evidence of the Issuer's obligations under the Transaction Documents and the Issuer's Material Project Documents or the priority of the liabilities and obligations of the Issuer or rights of the Sukuk Trustee, the Security Agent or the Sukukholders under the Transaction Documents to which it is a party; and (d) to own its assets or to carry on its business where the absence of such authorisations, consents, rights, licences, approvals and permits will have a Material Adverse Effect (as defined in the (Material Adverse Effect) paragraph of the section entitled (Other Terms and Conditions)), and the Issuer shall comply with any conditions as stipulated therein and to provide to the Sukuk Trustee and/or Security Agent certified true copies of such relevant authorisations, consents, rights, licences, approvals and permits if so requested; (ii) at the request of the Sukuk Trustee, execute all such further documents and do all such further acts reasonably necessary to give further effect to the terms and conditions of the Transaction Documents and the Issuer's Material Project Documents; (iii) exercise reasonable diligence in carrying out its business and affairs in a proper and efficient manner and in accordance with sound financial and commercial standards and practices of the power industry and in accordance with its memorandum and articles of association; (iv) perform and carry out all its obligations under the Transaction Documents to which it is a party and shall immediately notify the Sukuk Trustee in the event that the Issuer is unable to fulfil or comply with any of the provisions of the Transaction Documents to which it is a party; (v) perform its obligations and exercise its rights under the Issuer's Material Project Documents; (vi) shall establish and maintain adequate management information and cost control systems, and maintain proper books and records and prepare its financial statements on a basis consistently applied in accordance with the Malaysian Financial Reporting Standards and those financial statements shall give a true and fair view of the results of the operations of the Issuer for the period to which the financial statements are made up and shall disclose or provide against all liabilities (actual or contingent) of the Issuer, as the case may be and shall provide the Security Agent and the Sukuk Trustee and any person appointed by it access to such books and accounts to the extent permitted by law; (vii) maintain an accounting system and records in compliance with applicable statutory requirements and in accordance with generally accepted accounting principles in Malaysia; (viii) provide to the Sukuk Trustee, such information relating to the Issuer's business, affairs and financial condition as required by the Sukuk Trustee in order to discharge its duties and obligations as the Sukuk Trustee under the Transaction Documents, to the extent permitted by law; (ix) maintain a paying agent in Malaysia and procure that the paying agent shall Printed on : 10/09/2019 18:46 Page 12 of 41
13. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions notify the Sukuk Trustee in the event that the paying agent does not receive payment from the Issuer on the due dates for payment under the Transaction Documents and the SRI Sukuk Murabahah; (x) comply in all respects with all applicable laws and regulations to which it may be subject for the purposes of or in connection with, the transactions contemplated by the SRI Sukuk Murabahah and the Eligible SRI Project, including environmental laws; (xi) comply with all applicable provisions of the CMSA and/or the notes, circulars, conditions or guidelines issued by the SC, Bank Negara Malaysia and any other relevant regulatory authorities from time to time in relation to the SRI Sukuk Murabahah; (xii) at its own cost and expense, take out and maintain at all times, the Takaful contracts/insurance policies in accordance with a Takaful/insurance plan as recommended by the IIA before issuance of the SRI Sukuk Murabahah (or, as the case may be, as required by the Sukuk Trustee after the issuance of the SRI Sukuk Murabahah); (xiii) open and maintain the designated accounts that are Shariah-compliant with a financial institution that is acceptable to the PA/LA and the Security Agent; pay all relevant amounts into such accounts, make all payments from such accounts only as permitted under the Transaction Documents, and comply with the terms and conditions of the Transaction Documents in all matters concerning the designated accounts. Further, the Issuer shall forthwith notify the Security Agent in writing of any change in the authorised signatories to any of the designated accounts; (xiv) exercise its rights under the Issuer's Material Project Documents so as to procure that the sub-contractors and consultants appointed in connection with any works in respect of the Eligible SRI Projects are properly skilled, qualified and experienced to undertake the Eligible SRI Projects; (xv) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property and all taxes, assessments and governmental charges or levies that it has agreed to pay pursuant to any Transaction Document, any Issuer's Material Project Document or any governmental approval, save for any such tax, assessment, governmental charge, levy or claim is being contested in good faith by the Issuer and by appropriate proceedings (and where it is not required under applicable law to pay such taxes, assessments and governmental charges, levies or claims pending determination of the matter) and for which the Issuer has adequately set aside or reserved a sum of money; (xvi) ensure that all loan or advances, if any, by its directors, shareholders and/or its related companies or associated companies, made or to be made to it shall be subordinated to the SRI Sukuk Murabahah; (xvii) ensure that its obligations under the Transaction Documents at all times rank pari passu in all respects amongst themselves and at least pari passu in all respects with all its other unsecured and unsubordinated obligations, except those preferred solely by operation of law; (xviii) at the request of the Sukuk Trustee, make available the relevant particulars of ratings on the SRI Sukuk Murabahah by the Rating Agency (where applicable); Printed on : 10/09/2019 18:46 Page 13 of 41
14. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions (xix) ensure that the terms in the Transaction Documents do not contain any matter which is inconsistent with the provisions of the Information Memorandum; (xx) remain as a wholly-owned subsidiary (directly or indirectly) of CRE and CRB respectively, within the meaning of the Companies Act; (xxi) appoint and maintain a qualified firm of independent auditors registered as a registered auditor or recognized as a recognized auditor under Section 31O of the Securities Commission Malaysia Act 1993. In the event that the Issuer wishes to replace its existing auditors for any reason, the Issuer shall: (i) provide the Sukuk Trustee with written notice of its rationale therefor; and (ii) replace its existing auditors with another independent auditors registered as a registered auditor or recognized as a recognized auditor under Section 31O of the Securities Commission Malaysia Act 1993; (xxii) preserve and maintain good and valid title to all assets of the Issuer, free and clear of any mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having a similar effect ("Security Interest") other than a Permitted Security Interest (as defined below), and shall not grant any tenancy, license or right to occupy or otherwise, part with title to or possession of any of the assets of the Issuer; "Permitted Security Interest" means: (a) Security Interest created pursuant to the Transaction Documents; (b) Security Interest created for the purposes of procuring or obtaining the Performance Bond (as defined in the (Negative covenants) paragraph of the section entitled (Details of Facility/Programme)) and the Qualification Bond (as defined in the (Negative covenants) paragraph of the section entitled (Details of Facility/Programme)); (c) Security Interest created with the prior written consent of the Sukuk Trustee; or (d) liens arising in the ordinary course of business by operation of law and not by way of contract; (xxiii) Such other covenants as may be required by the PA/LA in relation to the SRI Sukuk Murabahah Programme and/or as advised by the Solicitors. Negative covenants The Issuer shall not (without the prior written consent of the Sukuk Trustee acting on behalf of the Sukukholders and subject always to the provisions of the Transaction Documents): (i) create, attempt, permit or agree to subsist any Security Interest over any of its property, assets, rights or undertaking or enter into any other preferential arrangement with any person having a similar effect other than a Permitted Security Interest; (ii) sell, transfer, lease or otherwise assign, deal with or dispose of all or any part of its business or all or any part of its assets (or agree to do any of the foregoing) whether by a single transaction or by a number of transactions whether related or not, or permit a set off (other than by operation of law) or combination of accounts Printed on : 10/09/2019 18:46 Page 14 of 41
15. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions (in respect of its book debts), except for: (a) disposal of any of the Issuer's undertaking, business or assets due to obsolescence, deterioration, surplus, redundancy, damage and/or defects; (b) any sale, transfer, lease, assignment or disposal permitted under the SRI Sukuk Murabahah Programme; (c) any sale, transfer, lease, assignment or disposal solely for the purposes of facilitating any Islamic financing in connection with any Permitted Indebtedness (as defined below); or (d) any sale, transfer or disposal constituted by creation of Permitted Security Interest; (iii) reduce or in any way whatsoever alter (except increase), its issued share capital whether by varying the amount, structure or value thereof or the rights attached thereto or by converting any of its share capital into stock, or by consolidating, dividing or sub-dividing all or any of its shares; (iv) incorporate any subsidiaries; (v) except as required by applicable law, permit any amendment, supplement or variation to its constitution (has the meaning given to it in the Companies Act ("Constitution")) in a manner which may be materially prejudicial to the interests of the Sukukholders; (vi) unless permitted under the Transaction Documents: (a) provide financing / lend any money to any party other than the Proposed Subscriptions (as defined in the (Details on utilisation of proceeds by Issuer) paragraph of the section entitled (Other Terms and Conditions)); (b) provide or permit to exist any guarantee where the Issuer is a guarantor or is liable to pay for the same thereunder; (c) obtain or permit to exist any borrowings and/or financing other than a Permitted Indebtedness; "Permitted Indebtedness" means: (i) the SRI Sukuk Murabahah; (ii) any indebtedness in respect of the performance bond for up to RM11.25 million given or to be given or procured for the benefit of each of the Project Companies in accordance with the relevant Turnkey Contract ("Performance Bond"); (iii) any indebtedness in respect to the qualification bond for up to RM11.25 million given or to be given or procured for the benefit of each of the Project Companies in accordance with the relevant Turnkey Contract ("Qualification Bond"); and (iv) any unsecured indebtedness provided that the same are subordinated to the SRI Sukuk Murabahah; (d) incur or permit to exist any loans, financing or advances from its directors, shareholders, related companies and/or associated companies, save and except for such loans, financing and advances which are or will be subordinated to the SRI Sukuk Murabahah; Printed on : 10/09/2019 18:46 Page 15 of 41
16. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions (e) unless the Restricted Conditions (as defined below) are met, make any of the following distribution ("Distribution"): (i) payment, repayment and/or prepayment of any unsecured indebtedness that are subordinated to the SRI Sukuk Murabahah; (ii) payment, repayment and/or prepayment of any loans, financing or advances from its directors, shareholders, related companies and/or associated companies or redeem its Shariah-compliant preference shares; or (iii) declare or pay any dividends on ordinary shares or preference shares or make any distribution whether income or capital in nature to its shareholders. "Restricted Conditions" means the following conditions: (1) the Project Completion of all the Eligible SRI Projects shall have been achieved; (2) the aggregate nominal value of the SRI Sukuk Murabahah falling due and payable on the first maturity date has been redeemed in full; (3) no Event of Default or Potential Event of Default (as defined in the (Information covenants) paragraph of the section entitled (Details of Facility/Programme)) has occurred and is continuing or will occur as a result of such Distribution; (4) the FE Ratio (as defined in the (Financial Covenant) paragraph of the section entitled (Details of facility/programme)) shall be complied with following such Distribution; (5) the Projected FSCR (as defined below) following such Distribution shall not be less than 1.25 times. For purposes of testing the Projected FSCR, the Issuer shall submit a compliance certificate signed by two (2) directors of the Issuer and addressed to the Sukuk Trustee and the Facility Agent; (6) the first Distribution shall only occur three (3) years after the first issuance of the SRI Sukuk Murabahah under the SRI Sukuk Murabahah Programme; and (7) such other conditions as may be imposed by the PA/LA or the Sukuk Trustee. "Projected FSCR" means prior to any Distribution, the Projected FSCR shall be calculated for the next maturity date of the SRI Sukuk Murabahah as follows: (A+B+C) / (A+D) Where: A = the actual total principal and profit payments made under the SRI Sukuk Murabahah, and such other senior indebtedness after the previous maturity date of the SRI Sukuk Murabahah up to the date a Distribution is made ("Distribution Date"); B = the actual closing cash balances in the Issuer's designated accounts (excluding the credit balances in the TRA and the Cash Deposit Accounts (as defined in (Details of the designated account(s)) paragraph of the section entitled (Other Terms and Conditions)) (net of the Distribution) and including Permitted Investments as at the Distribution Date; C = the projected net cashflow before financing from the Distribution Date up to Printed on : 10/09/2019 18:46 Page 16 of 41
17. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions and including the next maturity date of the SRI Sukuk Murabahah; and D = the projected total principal and profit payments due and payable under the SRI Sukuk Murabahah and such other senior indebtedness from the Distribution Date up to and including the next maturity date of the SRI Sukuk Murabahah. The Projected FSCR shall be based on the Issuer's latest audited financial statements or the latest available management accounts, whichever is later. For avoidance of doubt, for purposes of calculating the Projected FSCR, (i) if no Distribution is made in any 12-month period between one maturity date and the next maturity date, the Projected FSCR need not be calculated; and (ii) any double counting should be disregarded. (f) purchase or make a distribution of assets or other capital distribution to the shareholders of the Issuer; (vii) enter into any transactions or agreement, other than on arm's length commercial terms in the ordinary course of business and such transaction will not have a Material Adverse Effect; (viii) enter into any consolidation or amalgamation with, or merger with or into, or transfer all or part of its assets to another entity or enter into any reconstruction, or winding up; (ix) voluntarily enter into, commence or institute for the dissolution or for the appointment of a receiver, receiver and manager, liquidator, judicial manager or such similar officer of the Issuer or any of its assets; (x) open any bank accounts other than the designated accounts, TRA and such other accounts as permitted under the Transaction Documents provided that such accounts shall be closed within fourteen (14) days following the first (1st) issuance of the SRI Sukuk Murabahah; (xi) make any investments other than: (a) the Permitted Investments; (b) the Proposed Subscriptions; and (c) such other investments as permitted under the Transaction Documents; (xii) change the utilisation of the proceeds of the SRI Sukuk Murabahah from the purposes specified in the Transaction Documents or in the Information Memorandum; (xiii) cancel, surrender, abandon or otherwise change the nature or scope of its existing business; (xiv) suspend or threaten to suspend all or any part of its business in any manner; (xv) do or suffer to be done any act, matter or thing whereby (i) any Issuer's Material Project Documents; or (ii) any Takaful/insurance taken out by it or which relates to the Eligible SRI Project, may be rendered void, voidable, unenforceable or incapable of being affected, maintained or renewed; (xvi) amend, vary or terminate (except due to lapse of time), replace, supplement, modify, suspend or agree to any suspension of or any amendment, modification or variation to, or abandon, or issue or agree to any change order or variation order Printed on : 10/09/2019 18:46 Page 17 of 41
18. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions being issued under, or set off, forebear or waive compliance with, any provision of the Issuer's Material Project Documents or serve any notice of breach or default or suspension under any Issuer's Material Project Document; (xvii) waive or agree to waive any breaches or proposed breaches committed by any counterparty pursuant to any of the Issuer's Material Project Documents; (xviii) take any action or fail to perform any obligation which will or might reasonably be considered likely to cause or lead or contribute to a breach, revocation or termination of any of the Issuer's Material Project Documents; (xix) grant any tenancy, license or right to occupy or otherwise, part with title to or possession of any of the Issuer's assets; (xx) enter into a transaction, whether directly or indirectly with interested persons (including directors, major shareholders and chief executive) (collectively, "Interested Persons") unless: (a) such transaction shall be on terms that are no less favourable to the Issuer than those which could have been obtained in a comparable transaction from persons who are not Interested Persons; and (b) with respect to transactions involving an aggregate payment or value equal to or greater than RM500,000, the Issuer shall obtain certification from an independent adviser that the transaction is carried out on fair and reasonable terms, provided that the Issuer certifies to the Sukuk Trustee that the transaction complies with sub-clause (a) above, that the Issuer has received the certification referred to in sub-clause (b) (where applicable) and that the transaction has been approved by the majority of the Issuer's board of directors or the Issuer's shareholders in a general meeting, as the case may require; (xxi) Such other negative covenants as may be required by the PA/LA in relation to the SRI Sukuk Murabahah Programme and/or as advised by the Solicitors. Financial Covenants The Issuer shall at all times after Project Completion of all the Eligible SRI Projects ensure that the following are met during the tenure of the SRI Sukuk Murabahah Programme: (i) Finance Service Coverage Ratio ("FSCR") with cash of at least 1.10 times; and (ii) Finance to Equity ratio ("FE Ratio") shall not exceed 80:20. FSCR The FSCR shall be calculated on each financial year end during the tenure of the SRI Sukuk Murabahah based on the latest audited financial statements of the Issuer. The first FSCR shall be calculated after the expiry of a full financial year end of the Issuer after Project Completion of all the Eligible SRI Projects. The Issuer shall submit a compliance certificate to the Sukuk Trustee and the Security Agent on an annual basis, as soon as available, which certificate shall be signed by two (2) directors of the Issuer and the Issuer's external auditors certifying the Printed on : 10/09/2019 18:46 Page 18 of 41
19. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions compliance of the FSCR. "Aggregate Finance Service" is the aggregate of: (i) all scheduled profit payments and principal payments under the SRI Sukuk Murabahah (save for the amount refinanced) for the corresponding twelve (12)months; and (ii) all principal obligations paid by the Issuer under any Permitted Indebtedness and all interest, coupon, profit and other amounts paid under such Permitted Indebtedness for the corresponding twelve (12) months other than the unsecured indebtedness that are subordinated to the SRI Sukuk Murabahah. "FSCR" means, for a period the ratio of (1) Net Available Cash to (2) Aggregate Finance Service. "Net Available Cash" means for the preceding twelve (12) months, the aggregate of: (i) all revenue and/or cash received by the Issuer; (ii) all cash balances standing to the credit of all designated accounts (excluding those in the TRA and the Cash Deposit Accounts) at beginning of period plus all profit income earned on all cash balances and the nominal value of any Permitted Investments; (iii) any loss of revenue Takaful/insurance proceeds received by the Issuer; and (iv) all amounts received in respect of liquidated damages and compensation from the relevant counterparties (if any); less: (a) all operating and maintenance expenses, ongoing capital expenses, taxes, duties, working capital requirements and liquidated damages payable by the Issuer (if any); and (b) any other associated financing costs (such as agency and consultant fees). FE Ratio The FE Ratio shall be calculated as follows: (i) prior to Project Completion of all the Eligible SRI Projects, based on the then available latest audited financial statements or management accounts of the Issuer, as the case may be, and which calculation shall be duly confirmed and certified by two (2) directors of the Issuer; and (ii) after Project Completion of all the Eligible SRI Projects has been achieved, on an annual basis based on the audited financial statements of the Issuer and which calculation shall be duly confirmed by the Issuer's external auditors. The Issuer shall submit a compliance certificate to the Sukuk Trustee and the Security Agent on an annual basis, as soon as available (but no later than the date the audited financial statements of the Issuer is submitted to the Sukuk Trustee), which certificate shall be signed by two (2) directors of the Issuer. "FE Ratio" means, at any time, the ratio of: Printed on : 10/09/2019 18:46 Page 19 of 41
20. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions (i) the sum of senior indebtedness of the Issuer represented by: (a) the aggregate of the principal amounts payable by the Issuer under the SRI Sukuk Murabahah outstanding at such time; and (b) the aggregate principal amount of all hire purchase obligations, finance lease obligations, any indebtedness permitted by the Transaction Documents, net exposure determined on a marked to market basis under any derivative instrument and obligations / contingent liabilities under guarantees / call or put options of the Issuer, but excluding any unsecured indebtedness which are subordinated to the SRI Sukuk Murabahah outstanding at such time, to: (ii) all proceeds of subscription by the shareholders for issued and paid up ordinary shares, preference shares (if any) in the capital of the Issuer, shareholders' advances / loans that are subordinated to the SRI Sukuk Murabahah and the outstanding nominal value of the Equity BG that is allowed to be drawn. For the avoidance of doubt, any double counting shall be disregarded. Information Covenants To include but not limited to the following: The Issuer shall: (i) as soon as they become available (and in any event within one hundred and eighty (180) days after the end of each of its financial years), supply to the Sukuk Trustee and the Rating Agency (in sufficient number of copies for the Sukuk Trustee or as the Sukuk Trustee may otherwise agree) copies of the audited financial statements of the Issuer in respect of such financial year audited which shall contain the income statements, cash flow statements and balance sheets of the Issuer and which are audited and certified without qualification by a firm of independent certified public accountants together with a compliance certificate signed by two (2) directors of the Issuer and addressed to the Sukuk Trustee, confirming that: (i) it has complied with all its obligations under the Transaction Documents and the terms and conditions of the SRI Sukuk Murabahah; (ii) it has complied with the requisite financial covenants based on the then prevailing audited financial statements; and (iii) there does not exist or had not existed, from the date the SRI Sukuk Murabahah were issued or the date of the previous certificate, as the case may be, any Event of Default or any event which upon the giving of notice and/or the lapse of time and/or the issue of a certificate and/or the fulfilment of the relevant requirement as contemplated under the Transaction Documents would constitute an Event of Default ("Potential Event of Default"), and if such is not the case, to specify such event and steps, if any being taken to remedy it; (ii) as soon as they become available (and in any event within ninety (90) days after the end of the first half of its financial year), supply to the Sukuk Trustee copies of unaudited half yearly financial statements for that period which shall contain the income statement, cash flow statements and balance sheet of the Issuer which are duly certified by any of its directors; (iii) as soon as it becomes available (and in any event no later than thirty (30) days Printed on : 10/09/2019 18:46 Page 20 of 41
21. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions prior to the commencement of each financial year), deliver to the Security Agent and the Sukuk Trustee the Issuer's annual budget (presented on a monthly format) prepared in accordance with the base case financial model, and duly approved by two (2) directors of the Issuer ("Budget"); (iv) promptly, provide any information as the Sukuk Trustee may from time to time reasonably request in writing in order to discharge its duties and obligations as Sukuk Trustee under the Trust Deed relating to the Issuer's affairs to the extent permitted by law; (v) promptly, deliver to the Sukuk Trustee all notices, accounts, reports, statements, circulars or other documents received by the Issuer from any of its shareholders or its creditors, and a copy of all documents dispatched by the Issuer to its shareholders (or any class of them) in their capacity as shareholders or its creditors generally at the same time as these documents are dispatched to these shareholders or creditors and that the Sukuk Trustee may in its discretion circulate such notices, accounts, reports, statements, circulars to the Sukukholders, to the qualified investors as well as the Rating Agency; (vi) promptly notify the Sukuk Trustee in writing of any change in its condition (financial or otherwise) and of any litigation or other proceedings of any nature whatsoever being threatened or initiated against the Issuer before any court or tribunal or administrative agency which may have a Material Adverse Effect; (vii) immediately give notice to the Sukuk Trustee in writing of the following: (a) the occurrence of any Event of Default or Potential Event of Default forthwith upon becoming aware thereof, and it shall take all steps and/or such other steps as may be requested by the Sukuk Trustee to remedy and/or mitigate the effect of the Event of Default or the Potential Event of Default; (b) the occurrence of any event that has caused or could cause (1) any amount secured and payable under the SRI Sukuk Murabahah to become immediately payable; or (2) the SRI Sukuk Murabahah to become immediately enforceable; (3) the securities created under the SRI Sukuk Murabahah Programme to become immediately enforceable; or (4) any other right or remedy under the terms and conditions of the Transaction Documents or the SRI Sukuk Murabahah to become immediately enforceable; (c) the occurrence of any circumstances that would materially prejudice the Issuer and/or any security created by the relevant Transaction Documents; or (d) any substantial change in the nature of the business of the Issuer; (e) any change in the name of the Issuer; (f) any change in the authorised signatories and/or shareholders of the Issuer; (g) any change in its board of directors or shareholding structure; (h) any change in withholding tax position or taxing jurisdiction of the Issuer; (i) any change in the utilisation of proceeds arising from the issuance of the SRI Sukuk Murabahah under the SRI Sukuk Murabahah Programme; or (j) any other matter or information that may materially prejudice the interest of the Sukukholders under the Transaction Documents; Printed on : 10/09/2019 18:46 Page 21 of 41
22. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions (viii) until Project Completion of all the Eligible SRI Projects has been achieved, provide to the Security Agent, the Sukuk Trustee and the Rating Agency a construction progress report for the Eligible SRI Project every two (2) months; (ix) provide annual reporting (via newsletters, website updates, annual report or any other communication channels) to the Sukukholders on the following: (a) the original amount earmarked for each of the Eligible SRI Projects; (b) the amount utilised for each of the Eligible SRI Projects; (c) the unutilised amount and where such unutilised amount is placed or invested pending utilisation; and (d) where feasible and to the extent possible, the impact objectives from each of the Eligible SRI Projects; and (x) any such other covenants as may be required by the PA/LA in relation to the SRI Sukuk Murabahah Programme and/or as advised by the Solicitors. (21) Details of : designated account, if applicable Name of account: Please refer to the (Details of designated account(s)) paragraph of the section entitled (Other Terms and Conditions). Parties responsible for opening the account: Please refer to the (Details of designated account(s)) paragraph of the section entitled (Other Terms and Conditions). Parties responsible for maintaining/operating account: Please refer to the (Details of designated account(s)) paragraph of the section entitled (Other Terms and Conditions). Signatories to account: Please refer to the (Details of designated account(s)) paragraph of the section entitled (Other Terms and Conditions). Sources of funds: Please refer to the (Details of designated account(s)) paragraph of the section entitled (Other Terms and Conditions). Utilisation of funds: Please refer to the (Details of designated account(s)) paragraph of the section entitled (Other Terms and Conditions). (22) Name of credit rating: agency, credit rating and amount rated, if applicable No. Credit rating Credit rating Final/ agency indicative rating Printed on : 10/09/2019 18:46 Page 22 of 41 Name of Class/ Series/ Tranche Amount rated
23. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions 1 (23) Conditions precedent : RAM Rating AA3 Services Bhd (RAM) Indicative rating MYR 550,000,00 0.00 Conditions precedent relating to the establishment of the SRI Sukuk Murabahah Programme To include but not limited to the following: A. Main Documentation (1) the relevant Transaction Documents (other than those which are required to be executed or perfected as conditions subsequent) have been executed, where applicable stamped or endorsed as exempted from stamp duty and presented for registration with the relevant registries; (2) the relevant Transaction Documents shall have been presented to the relevant courts for the registration of the powers of attorney therein contained; B. Issuer (3) receipt of the following documents: (i) certified true copies of the Certificate of Incorporation and the Constitution of the Issuer; (ii) certified true copies of the latest Return for Allotment of Shares (or Form 24 as prescribed under the Companies Act 1965), the latest Notification of Change in the Registered Address (or Form 44 as prescribed under the Companies Act 1965) and the Notification of Change in the Register of Directors, Managers and Secretaries as prescribed under the Companies Act of the Issuer; (iii) a certified true copy of the board resolutions of the Issuer authorising, among others, the establishment of the SRI Sukuk Murabahah Programme, the issuance of the SRI Sukuk Murabahah under the SRI Sukuk Murabahah Programme and the execution of the Transaction Documents to which it is a party; (iv) a list of the Issuer's authorised signatories and their respective specimen signatures; (v) a report of the company search of the Issuer; and (vi) a report of the winding-up search of the Issuer conducted at the Department of Insolvency of Malaysia; C. CRB (4) receipt of the following documents: (i) certified true copies of the Certificate of Incorporation and the Constitution of CRB; (ii) certified true copies of the latest Return for Allotment of Shares (or Form 24 as prescribed under the Companies Act 1965), the latest Notification of Change in the Printed on : 10/09/2019 18:46 Page 23 of 41
24. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions Registered Address (or Form 44 as prescribed under the Companies Act 1965) and the Notification of Change in the Register of Directors, Managers and Secretaries as prescribed under the Companies Act (if available, Form 49 as prescribed under the Companies Act 1965) of CRB; (iii) a certified true copy of the board resolutions of CRB authorising, among others, the execution of the Transaction Documents and project documents to which it is a party, including the Contingent Equity Support; (iv) a list of the CRB's authorised signatories and their respective specimen signatures; (v) a report of the company search of CRB; and (vi) a report of the winding-up search of CRB conducted at the Department of Insolvency of Malaysia; D. Project Companies (5) receipt of the following documents: (i) certified true copies of the Certificate of Incorporation and the Constitution of each of the Project Companies; (ii) certified true copies of the latest Return for Allotment of Shares (or Form 24 as prescribed under the Companies Act 1965), the latest Notification of Change in the Registered Address (or Form 44 as prescribed under the Companies Act 1965) and the Notification of Change in the Register of Directors, Managers and Secretaries as prescribed under the Companies Act (if available, Form 49 as prescribed under the Companies Act 1965) of each of the Project Companies; (iii) a certified true copy of the board resolutions of each of the Project Companies authorising, among others, the execution of the Transaction Documents and the Project Company's Material Project Documents to which it is a party; (iv) a list of each of the Project Companies' authorised signatories and their respective specimen signatures; (v) a report of the company search of each of the Project Companies; and (vi) a report of the winding-up search of the Issuer conducted at the Department of Insolvency of Malaysia; E. General (6) Evidence that all relevant endorsement, approvals and acknowledgements including the SAC of SC endorsement and acknowledgement in respect of the lodgement of the Lodgement Kit from the SC, have been obtained (7) Evidence that all transaction fees, costs and expenses in relation to the SRI Sukuk Murabahah Programme have been or will be paid in full; (8) Evidence of the completion of satisfactory legal due diligence exercise on the Issuer, CRE and the Project Companies, and the receipt of the legal due diligence report by the PA/LA from the Solicitors; (9) Evidence that all relevant notices of assignment under the relevant Security Printed on : 10/09/2019 18:46 Page 24 of 41
25. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions Documents have been issued by the Issuer and each of the Project Companies, and shall have been served to the relevant counterparties; (10) Evidence that the requisite consents from the relevant counterparties to the relevant Issuer's Material Project Documents and the Project Companies' Material Project Documents, the account bank(s) of the relevant designated accounts, the relevant Takaful/insurance companies/brokers and the issuer of the performance, maintenance and/or advance payment bonds, shall have been received; (11) Evidence that the Statements of Particulars to be lodged with Charge (as prescribed under the Companies Act) in respect of the charges created pursuant to the relevant Transaction Documents (for the purpose of registration of such charges with the Companies Commission of Malaysia in accordance with Section 352 of the Companies Act) (other than those which are required to be executed or perfected as conditions subsequent) have been duly lodged with the Companies Commission of Malaysia and that immediately prior to the lodgement of such Statements of Particulars to be lodged with Charge, a search conducted on the company in respect of which each of the Statements of Particulars to be lodged with Charge is filed, revealed that there are no subsisting charges which have been registered with the Companies Commission of Malaysia which would adversely affect the interest of the Sukukholders, the Security Agent, the LA or the LM; (12) The PA/LA have received from their Solicitors a legal opinion addressed to them and the Sukuk Trustee advising with respect to, among others, the legality, validity and enforceability of the Transaction Documents and a confirmation addressed to the PA/LA that all the conditions precedent have been fulfilled or otherwise waived by the Principal Adviser; (13) The PA/LA have received from the legal counsel(s) a legal opinion in form and substance acceptable to the PA/LA addressed to them and the Sukuk Trustee advising with respect to, among others, the legality, validity and enforceability of the Issuer's Material Project Documents and the Project Companies' Material Project Documents, and where relevant, a confirmation addressed to the PA/LA that all the conditions precedent have been fulfilled or waived; (14) Confirmation that the relevant designated accounts have been opened with such financial institution acceptable to the PA/LA and a certified true copy of the Issuer's board of directors' resolution in relation to the opening and maintenance of the relevant designated accounts; (15) Confirmation that the TRA has been opened and established with such financial institution acceptable to the PA/LA and a certified true copy of the Issuer's board of directors' resolution in relation to the opening and maintenance of the TRA and a sum of Ringgit Malaysia Thirty Thousand (RM30,000) has been or will be deposited therein. (16) Evidence of confirmation from the Shariah Adviser that the structure and the mechanism of the SRI Sukuk Murabahah Programme and the Transaction Documents are in compliance with Shariah, subject to satisfactory documentation and proper execution of the same; (17) The PA/LA have received a final due diligence report from the IIA in form and substance satisfactory to the PA/LA; (18) Confirmation from the IIA that the Security Agent has been named as loss Printed on : 10/09/2019 18:46 Page 25 of 41
26. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions payee in respect of such Takaful/insurance policies to be assigned to the Security Agent, that the notice of cancellation clause has been endorsed on the relevant Takaful/insurance policies and that all requisite Takaful/insurance policies which are required to be taken out for the construction period of all the Eligible SRI Projects have been obtained; (19) Receipt of certified true copies of Takaful/insurance policies as required for the respective Eligible SRI Project, save for those operational phase Takaful/insurance covers to be executed prior to COD of the respective Eligible SRI Project; (20) Receipt of certified true copy of the duly executed Issuer's Material Project Documents and the duly executed Project Companies' Material Project Documents save for those to be executed as conditions subsequent and the SPP License (as defined in the (SPP License) paragraph of the section entitled (Other Terms and Conditions)); (21) Documentary evidence confirming that notice to proceed from the relevant Project Company has been obtained by the Issuer pursuant to the respective Turnkey Contracts; (22) Receipt of a written report on the Eligible SRI Project from the ITA in form and substance acceptable to the PA/LA; (23) Delivery of a report on cash flow projections (including a review of the taxation assumptions and principles used) from a third party consultant or reporting accountant and a base case financial model of the Issuer satisfactory to the PA/LA; (24) Receipt of a copy of all approvals, consents, permits and licenses required to be obtained by the Issuer in respect of the Eligible SRI Project which are made available and/or identified during the due diligence review, and required or deemed necessary by the PA/LA; (25) Receipt of the consent letter issued by Perbadanan Menteri Besar Kedah (“MBI Kedah”) in favour Viva Solar Sdn Bhd in relation to the assignment of Viva Solar Sdn Bhd's rights, titles and benefits under the lease agreement dated 21 September 2018 and made between Viva Solar Sdn Bhd and the Lessor ("Lease Agreement 1 (VSSB)") in favour of the Issuer; (26) Receipt of a certified true copy of the application for the planning permission (Kebenaran Merancang) in relation to Project (VSSB) (as defined in the (Eligible SRI Projects) paragraph of the section entitled (Other Terms and Conditions)); (27) Receipt of a certified true copy of the requisite approval required from the Department of Environment under the Environmental Quality Act 1974 together with a certified true copy of the environmental impact assessment report in form and substance satisfactory to the PA/LA in relation to the relevant Eligible SRI Projects or written confirmation from the Department of Environment confirming that environmental impact assessment is not required for the relevant Eligible SRI Projects; (28) Receipt of documentary evidence satisfactory to PA/LA from the relevant land authority confirming that conversion of the category of land use in respect of the piece of land owned by MBI Kedah is not necessary for purposes of Project (VSSB) (as defined in the (Eligible SRI Projects) paragraph of the section entitled (Other Terms and Conditions)); Printed on : 10/09/2019 18:46 Page 26 of 41
27. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions (29) Receipt of a certified true copy of the license to use the water body on which Project (CSSB) (as defined in the (Eligible SRI Projects) paragraph of the section entitled (Other Terms and Conditions)) is to be developed together with the letter issued by the local authority approving the use of the water body by Cove Suria Sdn Bhd (Company No. 1261137-M); (30) Receipt of a certified true copy of the license to use the water body on which Project (CESSB) (as defined in the (Eligible SRI Projects) paragraph of the section entitled (Other Terms and Conditions)) is to be developed together with the letter issued by the local authority approving the use of the water body by Cypark Estuary Solar Sdn Bhd (Company No. 1261058-T); (31) Receipt of documentary evidence in form and substance satisfactory to the PA/LA that private caveats have been presented for registration at the relevant land office by Viva Solar Sdn Bhd and the Issuer against the piece of land identified for the SPP Interconnection Facility (as defined in the relevant PPA) for the Project (VSSB) ("Site 2 (VSSB)"); (32) Receipt of documentary evidence in form and substance satisfactory to the PA/LA that private caveats have been presented for registration at the relevant land office by a director of Cove Suria Sdn Bhd, a director of Cypark Estuary Solar Sdn Bhd and a director of the Issuer (collectively, the "Private Caveators") against the piece of land identified for the SPP Interconnection Facility, TNB Interconnection Facility and the SPP Works (all as defined in the relevant PPA) for the Project (CSSB) ("CSSB IF Land"); (33) Receipt of a letter of undertaking from each of the Private Caveators to the Security Agent whereby each of the Private Caveators undertakes, inter alia: (i) not to uplift the private caveat over the CSSB IF Land without the Security Agent's written consent; (ii) to renew the private caveat over the CSSB IF Land before the expiry date of the existing private caveat; and (iii) to do or to refrain from doing all such acts and to execute or to refrain from execution all such documents in accordance with the instructions of the Security Agent; (34) Receipt of a certified true copy of the confirmation letter issued by CRE to the Issuer, confirming that CRE's obligations to pay all duties and fees and to obtain all permit, licences and approvals as required by law under the relevant EPC Contract includes payment of land-related costs (including the acquisition costs, conversion premium, additional lease/tenancy payments and fees for shared facilities that are not included in the base case financial model) in respect of any of the land in relation to the Eligible SRI Projects; (35) Receipt of a certified true copy each of the confirmation letter issued by the Issuer to the relevant Project Company, confirming that the Issuer's obligations to pay all duties and fees and to obtain all permit, licences and approvals as required by law under the relevant Turnkey Contract includes payment of land-related costs (including the acquisition costs, conversion premium, additional lease/tenancy payments and fees for shared facilities that are not included in the base case financial model) in respect of any of the land in relation to the Eligible SRI Projects; Printed on : 10/09/2019 18:46 Page 27 of 41
28. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions (36) Receipt of the Equity BG (as defined in the (Equity BG) paragraph of the section entitled (Other Terms and Conditions)); (37) Documentary evidence that the aggregate amount of Equity Contribution (as defined in the (Equity Contribution) paragraph of the section entitled (Other Terms and Conditions)) deposited into the DA or paid to the relevant payees and the outstanding nominal value of the Equity BG that is allowed to be drawn is not less than the total Equity Contribution amount as indicated in the base case financial model; and (38) Such other conditions precedent as advised by the Solicitors and agreed by the Issuer. Conditions precedent to each disbursement from the DA (1) For part financing of the Development Costs and other costs related to the Eligible SRI Projects, subject to: (i) receipt of satisfactory documentary evidence, such as billing or claims in relation to the Eligible SRI Project as approved and certified by the ITA appointed for that Eligible SRI Project and/or such other certification or documentary evidence as provided by the Issuer ("Certified Invoice"); and (ii) receipt of satisfactory documentary evidence that the Equity Contribution of not less than 20% of the value ascribed in the Certified Invoice, including but not limited to the proceeds from the Equity BG has been deposited into the DA (as defined in (Details of the designated account(s)) paragraph of the section entitled (Other Terms and Conditions)) and/or has been paid to the relevant payees; (2) For reimbursement to the Issuer or its shareholders for the Development Costs and other costs related to the Eligible SRI Projects, receipt of satisfactory evidence that payment has been made by the Issuer or its shareholders; (3) For payment of the subscription price in respect of the Proposed Subscription, (i) where applicable, written confirmation from the relevant Project Company's appointed legal counsel in respect of the Islamic debt securities confirming that all conditions precedent relating to the issuance of Islamic debt securities by the relevant Project Company have been fulfilled and (ii) the aggregate subscription price in respect of the Islamic debt securities and/or Shariah-compliant preference shares to be issued by the relevant Project Company to the Issuer shall not be more than the Initial Minimum Required Balance to be maintained by that Project Company in its FSRA; (4) No Event of Default has occurred and is continuing; (5) All representations and warranties of the Issuer and the Project Companies are true and correct by reference to the facts and circumstances subsisting at such time; (6) Such disbursement would not cause the FE Ratio to exceed 80:20 after such disbursement; (7) Receipt of a drawdown certificate signed off by the ITA and documentary evidence as provided by the Issuer to the Facility Agent; and Printed on : 10/09/2019 18:46 Page 28 of 41
29. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions (8) Such other conditions as may be required by the PA/LA in relation to the SRI Sukuk Murabahah Programme and/or as advised by the Solicitors. Prior to each subsequent issuance(s) of unrated SRI Sukuk Murabahah under the SRI Sukuk Murabahah Programme (1) No Event of Default has occurred and is continuing; (2) All representations and warranties of the Issuer and the Project Companies are true and correct by reference to the facts and circumstances subsisting at such time; and (3) Such other conditions as may be required by the PA/LA or LM in relation to the SRI Sukuk Murabahah Programme and/or as advised by the Solicitors. Prior to each subsequent issuance(s) of rated SRI Sukuk Murabahah under the SRI Sukuk Murabahah Programme (1) Confirmation from the Rating Agency that the SRI Sukuk Murabahah Programme has been accorded a rating of at least AA3 with stable outlook or equivalent by the Rating Agency; (2) No Event of Default has occurred and is continuing; (3) All representations and warranties of the Issuer and the Project Companies are true and correct by reference to the facts and circumstances subsisting at such time; and (4) Such other conditions as may be required by the PA/LA or LM in relation to the SRI Sukuk Murabahah Programme and/or as advised by the Solicitors. (24) Representations and : warranties To include but are not limited to the following: (i) the Issuer is a company with limited liability duly incorporated and validly existing under the laws of Malaysia, has full power, authority and legal right to own its assets and to carry out the Eligible SRI Projects; (ii) the Issuer has full power, authority and legal rights, and all necessary corporate actions have been or will be taken in order to authorise it, to enter into and to exercise its rights and perform its obligations under the Transaction Documents, the Issuer's Material Project Documents and governmental approvals to which it is or is to be a party or beneficiary; (iii) all necessary authorisations, licences and consents of any administrative, governmental or other authorities or bodies in Malaysia have been duly obtained, renewed, fulfilled and are in full force and effect to authorise the Issuer to own its assets, carry on its businesses as it is being conducted, to undertake the Eligible SRI Projects or carry out the works in respect of the Eligible SRI Projects, execute and deliver, and exercise its rights and perform the transactions contemplated in the Transaction Documents to which it is a party and its obligations specified Printed on : 10/09/2019 18:46 Page 29 of 41
30. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions therein; (iv) the Transaction Documents and the Issuer's Material Project Documents to which the Issuer is or is to be a party, constitute, or when executed will constitute, legal, valid, binding and enforceable obligations of the Issuer; (v) the entry into the Transaction Documents and the Issuer's Material Project Documents to which the Issuer is a party or is to be a party and/or the performance by the Issuer of any of its obligations and/or the exercise by the Issuer of any of its rights under any such Transaction Documents and the Issuer's Material Project Documents will not: (a) conflict, violate, contravene or constitute a default with any applicable laws by which the Issuer or its assets are bound or affected; (b) conflict or contravene with the Constitution or other constitutional documents of the Issuer; (c) conflict or contravene with any other Transaction Documents, any other Issuer's Material Project Documents or any other agreement which is binding upon the Issuer or any asset of the Issuer; (d) violate, contravene or constitute a default any government approval or any other governmental authorisation or any judgment applicable to the Issuer or the Eligible SRI Project; (e) result in the creation or imposition of or oblige the Issuer to create any Security Interest (other than a Permitted Security Interest) or any restriction of any nature on any of the assets of the Issuer; or (f) cause any limitation on the Issuer or the powers of its directors, whether imposed by or contained in its Constitution or in applicable laws or otherwise to be exceeded; (vi) no registration, recording, filing or notarisation of the Transaction Documents and the Issuer's Material Project Documents and no payment of any duty or tax and no other action whatsoever is necessary to ensure the legality, validity, binding effect or enforceability in Malaysia of the liabilities and obligations of the Issuer, or the rights of, inter alia, the Sukukholders under the Transaction Documents and the Issuer's Material Project Documents in accordance with their terms, save and except for: (a) the registration of the Security Interest created or to be created under the Transaction Documents with the Companies Commission of Malaysia, where applicable; (b) the registration of the power of attorney contained in any of the Transaction Documents with the High Court of Malaya; (c) the registration of the charge over the lease/sub-lease, where applicable, with the relevant land office or other regulatory authority; (d) the endorsement of exemption from stamp duty payment on the relevant Transaction Documents; and (e) the payment of stamp duty on the relevant Issuer's Material Project Documents; (vii) no litigation, arbitration or administrative proceeding or claim or lawsuits by a Printed on : 10/09/2019 18:46 Page 30 of 41
31. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions governmental agency or body or other regulatory authority is presently in progress or pending or, threatened or instituted against the Issuer, or any of its assets; (viii) no labour disputes or other disputes that are currently taking place or pending or threatened against the Issuer; (ix) no step has been taken by the Issuer nor has any legal proceeding including a winding-up proceeding, has been commenced, instituted or threatened for the dissolution or for the appointment of a receiver, receiver and manager, liquidator, judicial manager or such similar officer of the Issuer, or any of its assets which in the case of any proceeding undertaken by a person other than the Issuer or any of its shareholders, has not been discharged, suspended or set aside within 30 days from the date of service of the notice for such proceeding; (x) no Event of Default or Potential Event of Default has occurred or would occur as a result from the issuance of the SRI Sukuk Murabahah or the performance of any transaction contemplated by any Transaction Document and any Issuer's Material Project Document; (xi) the Issuer has, to the extent required by applicable laws and regulation, timely filed all tax returns that are required to be filed by it and has paid all taxes, fees and other charges imposed on it by any relevant governmental authority (other than taxes, fees and other charges, the payment of which are not yet due or which are being contested in good faith and for which adequate, segregated reserves have been established); (xii) the Issuer's audited and unaudited financial statements (if any) (including cashflow statements, income statement and the balance sheet) most recently delivered to the Security Agent / Sukuk Trustee: (a) have been prepared in accordance with the Malaysian Financial Reporting Standards; and (b) give a true and fair view of the results of operation and financial position of the Issuer, and the results of its operations for, the financial period to which they relate (and in particular disclose all of its liabilities (actual or contingent)); and (c) there has been no material adverse change in the financial and business condition of the Issuer, since the date of its incorporation (where no audited financial statements have been prepared) or since its last audited financial statements; (xiii) the Issuer's audited financial statements have been audited by an independent auditor registered as a registered auditor or recognized as a recognized auditor under Section 31O of the Securities Commission Malaysia Act 1993; (xiv) no Security Interest exists over all or any part of the assets of the Issuer which are not a Permitted Security Interest; (xv) the Issuer is in compliance and will comply with all applicable laws, guidelines, permits and regulations, including but not limited to all relevant environmental laws, permits and guidelines in all respects; (xvi) in relation to the Eligible SRI Projects, there are no current, pending or threatened in writing environmental claims or material complaints relating to Printed on : 10/09/2019 18:46 Page 31 of 41
32. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions environmental matters; (xvii) there is no change of law and no other governmental action has occurred which shall make it improbable for the Issuer to perform covenants and obligations on its part to be performed under the Transaction Documents or the Issuer's Material Project Documents; (xviii) there is no outstanding breach of any term of any Transaction Document to which the Issuer is a party and no person has repudiated or disclaimed liability under any of the Transaction Documents or any of the Issuer's Material Project Documents to which it is a party or evidenced an intention to do so; (xix) the Issuer has fully disclosed in writing to the Security Agent and the Sukuk Trustee all facts relating to the Issuer, its shareholders, the Project Companies and the Eligible SRI Projects which it knows about or should reasonably know and which are material for disclosure to, inter alia, the Lead Arranger with respect to the Transaction Documents; (xx) no force majeure events as defined in or contemplated by any Issuer's Material Project Documents or to the best of the Issuer's knowledge, any Project Companies' Material Project Documents, has occurred and is continuing for the purposes of the relevant Issuer's Material Project Documents or Project Companies' Material Project Documents; (xxi) the Issuer's payment obligations under the Transaction Documents including the SRI Sukuk Murabahah) rank pari passu in all respects amongst themselves and at least pari passu with the claims of all its unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law generally; (xxii) any copies of any Issuer's Material Project Documents which are delivered to the Security Agent / Sukuk Trustee (by the Issuer or on behalf of the Issuer) are true and complete copies thereof and there is no other agreement in connection with, or arrangements which amend, supplement or affect any Issuer's Material Project Documents; (xxiii) no step has been taken by the Issuer, or any its shareholder(s) or any other person on its / their behalf, or to the best of its knowledge, by its creditors, to commence or threaten any legal proceedings or applications under Section 366 of the Companies Act against the Issuer; (xxiv) all Takaful/insurance contracts and retakaful/reinsurance contracts which are required to be maintained or effected by it pursuant to the Transaction Documents and Issuer's Material Project Documents are in full force and effect, and: (a) all contribution/premium due and payable have been paid and, no event or circumstance has occurred, nor has there been any omission to disclose a fact, which would in either case entitle any Takaful operator/insurer to avoid or otherwise reduce its liability under any policy relating to the said Takaful/insurance contracts and retakaful/reinsurance contracts; (b) there are no Takaful/insurance arranged, procured or maintained by the Issuer that are not disclosed to the Security Agent / Sukuk Trustee; and (c) all Takaful/insurance contracts required under the Transaction Documents and Issuer's Material Project Documents have been effected and are legal, valid, binding and enforceable and nothing has been done or omitted to be done which Printed on : 10/09/2019 18:46 Page 32 of 41
33. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions has made or could make any such Takaful/insurance contracts void or voidable or entitle any Takaful operator/insurer to reduce its liability thereunder; (xxv) the Information Memorandum and any information in whatever form, document, statement or instrument furnished or to be furnished by the Issuer in connection thereto are true in all respects and do not contain any statements or information that are false or misleading in any respect and there is no material omission in respect thereof, and all or any projections or expressions of expectations, intentions, belief and opinion contained therein were honestly made on reasonable grounds after due and careful inquiry by the Issuer. For the purposes of this sub-paragraph, the Information Memorandum shall include any amendment, modification or update thereto or reissuance thereof; provided that any such amendment, modification, update or reissuance shall not remedy or waive and shall be without prejudice to, any misrepresentation under this subparagraph in respect of the Information Memorandum issued prior to such date; (xxvi) (a) the execution by the Issuer of each Transaction Document to which it is a party constitutes, and the exercise by the Issuer of its rights and performance of its obligations under each Transaction Document to which it is a party will constitute, private and commercial acts done and performed for private and commercial purposes; and (b) neither the Issuer nor any of its assets are entitled to any immunity or privilege from any set off, judgment, suit, execution, attachment or other legal process in any proceedings taken in Malaysia in relation to any Transaction Document to which it is a party; and (c) the Issuer's agreement not to claim any immunity to which it or its assets may be entitled is legal, valid, binding and enforceable under the laws of Malaysia; (xxvii) any other representations and warranties as may be required by the PA/LA in relation to the SRI Sukuk Murabahah Programme and/or as advised by the Solicitors. The representations and warranties shall be made on the date of the Transaction Documents and repeated on the date of each issue request, each issue date of the SRI Sukuk Murabahah, each Periodic Payment Date (as defined in the (Profit/coupon/rental rate) paragraph of the section entitled (Other Terms and Conditions)) and the date of any subscription agreement, each date on which the Information Memorandum is issued, revised, supplemented or amended as if repeated by reference to the then existing circumstances. Printed on : 10/09/2019 18:46 Page 33 of 41
34. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions (25) Events of defaults or : enforcement events, where applicable, including recourse available to investors Events of default customary to project financing of this nature as advised by the Solicitors and/or the LA, including but not limited to the following (each an "Event of Default") subject to such carve outs and/or remedy period as may be mutually agreed between the LA and the Issuer: (i) the Issuer fails to pay any amount payable by it under the SRI Sukuk Murabahah on its due date for payment or on demand, if so expressed to be payable; (ii) the Issuer fails to observe or perform its obligations (other than the payment obligations specified under sub-paragraphs (i) above and the obligations specified under sub-paragraphs (ix) and (x) below) including without limitation any of the financial undertakings contained in the Transaction Documents to which it is a party or under any undertaking or arrangement entered into in connection therewith; (iii) any of the Project Companies fails to observe or perform its obligations including without limitation any of the financial undertakings contained in the Transaction Documents to which it is a party or under any undertaking or arrangement entered into in connection therewith; (iv) any representation or warranty made by the Issuer under any provision of the Transaction Documents to which it is a party or any information, notice, opinion or certificate or other document delivered pursuant to the terms of the Transaction Documents proves to have been incorrect or misleading in any material respect as of the date at which such representation or warranty is made or repeated, or the date at which such information, notice, opinion, certificate or other document is delivered (in each case) by reference to the facts and circumstances existing at such date; (v) any representation or warranty made by any of the Project Companies under any provision of the Transaction Documents to which it is a party or any information, notice, opinion or certificate or other document delivered pursuant to the terms of the Transaction Documents proves to have been incorrect or misleading in any material respect as of the date at which such representation or warranty is made or repeated, or the date at which such information, notice, opinion, certificate or other document is delivered (in each case) by reference to the facts and circumstances existing at such date; (vi) the Issuer fails to observe or perform any of its obligations under the Issuer's Material Project Documents or under any undertaking or arrangement entered into in writing in connection therewith between the Issuer and the relevant project counterparty; (vii) the Project Company fails to pay any amount payable by it under the Project Companies' Material Project Documents on its due date for payment or on demand, if so expressed to be payable; (viii) any of the Project Companies fails to observe or perform any of its obligations under the Project Companies' Material Project Documents (other than the payment obligations specified under sub-paragraphs (vii) above) or under any undertaking or arrangement entered into in writing in connection therewith between the Issuer and the relevant project counterparty; Printed on : 10/09/2019 18:46 Page 34 of 41
35. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions (ix) the Issuer fails to comply with any of the Financial Covenants; (x) a provision of any Issuer's Material Project Documents ceases to be in full force and effect prior to its stated termination date (or any party thereto has a right to terminate or issue a notice of termination thereunder) or becomes void or unenforceable; (xi) any party to any Issuer's Material Project Documents repudiates any Issuer's Material Project Documents, or does or causes to be done any act or thing evincing an intention to repudiate any of the Issuer's Material Project Documents; (xii) any party to any Project Companies' Material Project Documents repudiates any Project Companies' Material Project Documents, or does or causes to be done any act or thing evincing an intention to repudiate any of the Project Companies' Material Project Documents; (xiii) the Issuer or any of its shareholders changes or threatens to change the nature or scope of the Issuer's business, or suspends or ceases, or threatens to suspend or cease, to carry on all or any part of the Issuer's business which it now conducts directly or indirectly; (xiv) any governmental authority takes, or provides official notice that it intends to take, any step with a view to the seizure, expropriation, nationalisation or compulsory acquisition (whether or not for fair compensation) of any assets of the Issuer (or any shares in the Issuer) or all or substantial part of the Eligible SRI Project or the undertakings, rights or revenues of the Issuer; (xv) any governmental authority takes, or provides official notice that it intends to take, any step with a view to the seizure, expropriation, nationalisation or compulsory acquisition (whether or not for fair compensation) of any assets of any of the Project Companies (or any shares in that Project Company) or all or substantial part of the Eligible SRI Project or the undertakings, rights or revenues of any of the Project Companies; (xvi) any governmental authorisation is revoked, terminated, withheld, invalidated, cancelled or not renewed or modified or amended or a notice of violation is issued under any governmental authorisation by the issuing agency or other governmental instrumentality having jurisdiction thereover, or any proceeding is commenced by any governmental instrumentality for the purpose of modifying, revoking, terminating, withholding, invalidating or cancelling any governmental authorisation; (xvii) (a) any step is taken for the winding-up, dissolution or liquidation of the Issuer, or (b) a resolution is passed for the winding-up of the Issuer, or (c) a petition for winding-up is presented against the Issuer; (xviii) (a) any step is taken for the winding-up, dissolution or liquidation any of the Project Companies, or (b) a resolution is passed for the winding-up of any of the Project Companies, or (c) a petition for winding-up is presented against any of the Project Companies; (xix) an encumbrancer takes possession of, or a trustee, receiver, receiver and manager, judicial manager or similar officer is appointed in respect of the whole or Printed on : 10/09/2019 18:46 Page 35 of 41
36. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions part of the business or assets of the Issuer , or distress, legal process, sequestration or any form of execution is levied or enforced or sued out against the Issuer, or any Security Interest which may for the time being affect the whole or a part of the Issuer's assets, becomes enforceable; (xx) an encumbrancer takes possession of, or a trustee, receiver, receiver and manager, judicial manager or similar officer is appointed in respect of the whole or part of the business or assets of any of the Project Companies, or distress, legal process, sequestration or any form of execution is levied or enforced or sued out against any of the Project Companies, or any Security Interest which may for the time being affect the whole or a part of any of the Project Companies' assets, becomes enforceable; (xxi) the Issuer fails to satisfy any judgement passed against it by any court of competent jurisdiction; (xxii) the Issuer ceases to be the wholly-owned subsidiary (direct or indirect) of CRE and CRB respectively; (xxiii) a Total Loss (as defined in the (Total Loss) paragraph of the section entitled (Other Terms and Conditions)) occurs; (xxiv) the Issuer or any of the Project Companies abandons or threatens to abandon the Eligible SRI Project; (xxv) the Issuer fails to comply with any environmental law or governmental authorisation issued under an environmental law; (xxvi) any of the Project Companies fails to comply with any environmental law or governmental authorisation issued under an environmental law; (xxvii) the Issuer convenes a meeting of its creditors or proposes or makes any arrangement including any scheme of arrangement or composition or begins negotiations with its creditors, or takes any proceedings or other steps, with a view to a rescheduling or deferral of all or any part of its indebtedness or a moratorium is agreed or declared by a court of competent jurisdiction in respect of or affecting all or any part of its indebtedness or any assignment for the benefit of its creditors (other than for the purposes of and followed by a reconstruction previously approved in writing by the Sukuk Trustee, unless during or following such reconstruction, the Issuer becomes or is declared to be insolvent) or where a scheme of arrangement under Section 366 of the Companies Act has been instituted against the Issuer; (xxviii) any of the Project Companies convenes a meeting of its creditors or proposes or makes any arrangement including any scheme of arrangement or composition or begins negotiations with its creditors, or takes any proceedings or other steps, with a view to a rescheduling or deferral of all or any part of its indebtedness or a moratorium is agreed or declared by a court of competent jurisdiction in respect of or affecting all or any part of its indebtedness or any assignment for the benefit of its creditors (other than for the purposes of and followed by a reconstruction previously approved in writing by the Sukuk Trustee, unless during or following such reconstruction, any of the Project Companies becomes or is declared to be insolvent) or where a scheme of arrangement under Printed on : 10/09/2019 18:46 Page 36 of 41
37. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions Section 366 of the Companies Act has been instituted against any of the Project Companies; (xxix) the Issuer is deemed unable to pay any of its debts within the meaning of Section 466(1) of the Companies Act or becomes unable to pay any of its debts generally as they fall due or suspends or threatens to suspend making payments with respect to all or any class of its debts, save for debts that are subordinated to the SRI Sukuk Murabahah; (xxx) any of the Project Companies is deemed unable to pay any of its debts within the meaning of Section 466(1) of the Companies Act or becomes unable to pay any of its debts generally as they fall due or suspends or threatens to suspend making payments with respect to all or any class of its debts, save for debts that are subordinated to the SRI Sukuk Murabahah; (xxxi) (a) any indebtedness of the Issuer is not paid when due; (b) any indebtedness of the Issuer becomes due and payable or capable of being declared due or payable prior to its stated maturity; (c) any guarantee or similar obligations of the Issuer is not discharged at maturity or when called; or (d) any security created to secure any indebtedness of the Issuer becomes enforceable; (xxxii) the whole or any part of the Eligible SRI Project is suspended, other than as a result of force majeure; (xxxiii) any creditor of the Issuer exercises a contractual right to take over the financial management of the Issuer; (xxxiv) any Transaction Document ceases to be in full force and effect or ceases to be effective to create the Security Interest or to provide the priority of security purported to be created thereunder; and for whatever reason, any of the Security Interest created under any Transaction Document cannot be perfected or is in jeopardy or rendered invalid or defective in any way; (xxxv) any of the Issuer's Material Project Document is terminated or an event of default or a potential event of default under any of the Issuer's Material Project Document has occurred; (xxxvi) any of the Project Companies' Material Project Document is terminated or an event of default or a potential event of default under any of the Project Companies' Material Project Document has occurred; (xxxvii) any event or events has or have occurred or a situation exists which gives grounds for the Sukuk Trustee to believe that such event will have a Material Adverse Effect; or (xxxviii) any other Event of Default customary to the programme of this nature as may be required by the PA/LA in relation to the SRI Sukuk Murabahah Programme and/or as advised by the Solicitors. Upon the occurrence of an Event of Default, the Sukuk Trustee may or shall (if Printed on : 10/09/2019 18:46 Page 37 of 41
38. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions directed to do so by a special resolution of the Sukukholders) declare that the SRI Sukuk Murabahah are immediately due and payable in accordance with the terms of the relevant Transaction Documents. Thereafter, the Sukuk Trustee may take proceedings against the Issuer, as it may think fit, to enforce the immediate payment of the SRI Sukuk Murabahah (including the Redemption Amount (as defined in the (Ibra') paragraph of the section entitled (Details of the Facility/Programme)) in accordance with the terms of the relevant Transaction Documents. (26) Governing laws : Laws of Malaysia (27) Provisions on buyback, if applicable : The Issuer or its subsidiaries or agent(s) of the Issuer who is/are acting for the redemption or purchase, may at any time purchase the SRI Sukuk Murabahah at any price in the open market or by private treaty. The SRI Sukuk Murabahah which are purchased/redeemed by the Issuer or its subsidiaries or its agent(s) shall be cancelled by the Issuer and cannot be reissued or resold. Any of the SRI Sukuk Murabahah purchased by the Issuer's interested persons (as defined in Trust Deeds Guidelines) or related corporations (which are not the Issuer's subsidiaries) need not be cancelled but shall not entitle them to participate in the voting of any Sukukholders' resolution nor form part of the quorum of any meeting (subject to any exemptions provided in the Trust Deeds Guidelines). (28) Provisions on early : redemption, if applicable The Issuer may, at its sole discretion, redeem in part or in whole of the SRI Sukuk Murabahah then outstanding before its stated maturity date on pro rata basis at the early redemption amount to be determined by the Sukuk Trustee (acting upon the instructions of the Sukukholders) subject to the following conditions: (i) the Issuer shall have issued a notice to the Sukuk Trustee (copied to the Facility Agent) (the "Early Redemption Notice") not less than thirty (30) days prior to the Early Redemption Date (as defined below). The Early Redemption Notice must specify, among others, the Early Redemption Date and the amount intended to be redeemed; (ii) the Early Redemption Date must fall on a Periodic Payment Date; and (iii) in accordance with the manner as prescribed by the Sukuk Trustee (acting upon the instructions of the Sukukholders). "Early Redemption Date" means the date on which the Issuer redeems the SRI Sukuk Murabahah before the stated maturity date of the SRI Sukuk Murabahah at the early redemption amount (to be determined by the Sukuk Trustee (acting upon the instructions of the Sukukholders)). For the avoidance of doubt any early redemption proposed to be made by the Issuer shall be done on pro rata basis across all Series (as defined below) of the SRI Sukuk Murabahah then outstanding under the SRI Sukuk Murabahah Programme. "Series" shall mean, any SRI Sukuk Murabahah with the same issue date, have the same tenure and bear the same stock code generated by FAST. Printed on : 10/09/2019 18:46 Page 38 of 41
39. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions (29) Voting : All matters/resolutions which require the consent, waiver or determination by the Sukukholders shall be carried out in accordance with the terms of the relevant Transaction Documents and the provisions of the LOLA Guidelines (or such applicable guidelines as issued or substituted by the SC). (30) Permitted investments, if applicable : Permitted Investments shall comprise investments in Shariah compliant products approved by the SAC of SC, Shariah Advisory Council of BNM or other recognised Shariah authorities. For the purpose of the SRI Sukuk Murabahah Programme, "Permitted Investments" shall mean: (i) Sukuk guaranteed by the Government of Malaysia ("GOM"); (ii) Sukuk issued in Malaysia with the approval of the GOM by any authority established under federal or state law; (iii) Islamic money market instruments (where there is the flexibility of early withdrawal without incurring any penalty) such as Islamic bankers' acceptance issued or Islamic promissory notes or Islamic certificates of deposits issued by any Islamic bank licensed pursuant to the Islamic Financial Services Act 2013 ("IFSA") and having a minimum long term rating of AA3/AA- and short term rating of P1/MARC-1 or its equivalent; (iv) Other Islamic deposits or accounts with any licensed Islamic bank with minimum rating AA3/AA- or P1/MARC-1 pursuant to the IFSA; and/or (v) Other Islamic principal protected structured investments approved by BNM and/or SC and issued by licensed financial institutions with a long term rating of at least AA3 and short term rating of P1/MARC-1 or its equivalent, Provided that such investments in sukuk which are equities in nature or incorporate loss-sharing mechanism shall not be allowed. (31) Ta‘widh (for ringgit- : denominated sukuk) In the event of any delay in payments of the Deferred Sale Price due and payable under the SRI Sukuk Murabahah, the Issuer (acting as the Purchaser) shall pay to the Sukuk Trustee for the benefit of the Sukukholders Ta'widh (compensation) on such delay in payment at the rate and manner prescribed by the SAC of SC from time to time. (32) Ibra’ (for ringgit: denominated sukuk) Ibra' refers to an act of releasing absolutely or conditionally one's rights and claims on any obligation against another party which would result in the latter being discharged of his/its obligations or liabilities towards the former. The release may be either partially or in full. The Ibra' shall be subject to the requirements stipulated under the LOLA Guidelines. The Sukukholders in subscribing or purchasing the SRI Sukuk Murabahah, agree to grant Ibra' on the Deferred Sale Price, upon the occurrence of any of the following events: Printed on : 10/09/2019 18:46 Page 39 of 41
40. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions (1) if the SRI Sukuk Murabahah is redeemed before the maturity date (if applicable); (2) the declaration of an Event of Default; or (3) in respect of SRI Sukuk Murabahah issued on floating rate basis, if the Effective Rate is lower than the Ceiling Profit Rate (as defined in the (Profit/coupon/rental rate (fixed or floating)) paragraph of the section entitled (Other Terms and Conditions)). The Ibra' for redemption before the maturity date (if applicable) shall be mutually agreed to prior to such early redemption. The Ibra' for redemption upon declaration of an Event of Default shall be calculated as follows: (i) in the case of SRI Sukuk Murabahah with Periodic Profit Payment and issued at a discount, the aggregate of unearned Periodic Profit Payment and the unearned Discounted Amount (as defined in the (Purchase and selling price/rental (where applicable)) paragraph of the section entitled (Other Terms and Conditions)); (ii) in the case of SRI Sukuk Murabahah with Periodic Profit Payment and issued at par, the aggregate of the unearned Periodic Profit Payment; and (iii) in the case of SRI Sukuk Murabahah with Periodic Profit Payment issued at a premium, the aggregate of the unearned Periodic Profit Payment. The Ibra' in relation to (i), (ii) and (iii) above shall be calculated from the date of the declaration of an Event of Default up to the SRI Sukuk Murabahah's respective maturity date(s). The Issuer (acting as the Purchaser) shall pay the Redemption Amount on the date of the declaration of an Event of Default as determined by the Sukuk Trustee (on behalf of the Sukukholders) pursuant to its obligation to pay the Deferred Sale Price. For the purpose of this term sheet, "Redemption Amount" is the amount equivalent to the Deferred Sale Price determined at the issue date less the aggregate of Periodic Profit Payments and nominal value paid (if any) prior to the declaration of an Event of Default less the Ibra' (if any). The Sukukholders agree to grant Ibra' of an amount equivalent to the difference, if any, between the Periodic Profit Payment calculated based on the Ceiling Profit Rate and the Periodic Profit Payment calculated based on the Effective Rate (as the case may be). The Ibra' shall be granted if the Effective Rate is lower than the Ceiling Profit Rate. If the Effective Rate is higher than the Ceiling Profit Rate, the Issuer shall be obliged to make Periodic Profit Payment at the Ceiling Profit Rate only. (33) Kafalah (for ringgit- : denominated sukuk) Not applicable Printed on : 10/09/2019 18:46 Page 40 of 41
41. Cypark Ref Sdn Bhd ("CRSB" or the "Issuer") An Islamic medium term notes ("SRI Sukuk Murabahah") programme of up to RM550.0 million in nominal value under the Shariah principle of Murabahah (via Tawarruq arrangement) ("SRI Sukuk Murabahah Programme") based on the Securities Commission Malaysia ("SC")'s Sustainable and Responsible Investment ("SRI") sukuk framework. Principal Terms and Conditions (34) Waivers from : complying with Guidelines on Unlisted Capital Market Products under the Lodge and Launch Framework and other relevant guidelines of the SC obtained for the facility/programme, if any Not applicable. Printed on : 10/09/2019 18:46 Page 41 of 41